Business Context and Reporting Period
Company: Taoweave, Inc. (TWAV)
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2026
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
On May 28, 2026, Taoweave, Inc. entered into a Technology License and Distribution Agreement (TLDA) with Manako Labs Ltd. ("Manako"). This agreement establishes an integration partnership combining Manako's Score AI computer vision platform (operating on Bittensor Subnet 44) with Taoweave's North American enterprise relationships and commercial infrastructure. Concurrently, Taoweave executed a Simple Agreement for Future Equity (SAFE) to invest $1,000,000 in Manako, which was paid in full on May 29, 2026.
Key Financial Metrics and Transaction Terms
This filing details a strategic transaction rather than periodic financial performance. Key financial terms include:
- Investment Amount: $1,000,000 invested by Taoweave in Manako via the SAFE.
- Warrant Issuance (Closing Warrants): Manako received warrants to purchase up to 100,000 shares of Taoweave Common Stock at an exercise price of $3.41 per share.
- Contingent Warrants:
- Tranche A: Up to 100,000 shares at $4.50 per share (subject to joint development conditions).
- Tranche B: Up to 100,000 shares at $5.50 per share (subject to milestone achievement).
- Revenue Sharing: Taoweave must pay Manako a portion of net revenue from Platform customers in the U.S. and Canada. Conversely, Manako pays Taoweave referral fees or market development fees based on contract value for specific customer scenarios.
- Term: Initial term of one year with automatic 12-month renewals.
Note: The filing does not provide Taoweave's current revenue, profit, cash flow, or debt levels.
Material Changes and Agreements
The primary material change is the execution of the TLDA and associated equity instruments. Key structural elements include:
- Commercial Commencement: Obligations under the TLDA became operative upon the full payment of the $1,000,000 SAFE investment on May 29, 2026.
- Termination Rights: Either party may terminate for convenience with 90 days' notice. Taoweave may terminate immediately if a "Subnet Disruption Event" lasts more than 20 consecutive days.
- Post-Termination Rights: Upon termination, Taoweave retains the right to fulfill existing customer agreements for up to 24 months and receives a 12-month transition period.
- Lock-Up Agreement: Warrants are subject to a 6-month lock-up (or until registration effectiveness), followed by 24 months of trading restrictions, including a daily volume cap of 10% of average daily volume and a price floor of 120% of the exercise price.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The partnership aims to leverage Manako's AI technology with Taoweave's distribution network. Future equity issuance (Tranche A and B warrants) is contingent on joint development of a Taoweave subnet on the Bittensor network and the achievement of specific milestones.
Risks and Contingencies:
- Subnet Disruption: Revenue share obligations are suspended during Subnet Disruption Events, and Taoweave may terminate immediately if such events exceed 20 days.
- Dilution: Issuance of up to 300,000 shares via warrants could dilute existing shareholders, subject to a 9.99% beneficial ownership limitation for Manako.
- Registration: Taoweave must file a registration statement for the resale of Warrant Shares within 180 days of the Effective Date.
- Market Risk: There is no established public trading market for the Warrants.
Investor Verification Checklist
- Verify the status of the $1,000,000 SAFE investment payment (confirmed paid May 29, 2026).
- Review the specific milestones required to trigger the issuance of Tranche A and Tranche B warrants.
- Monitor the filing of the registration statement for Warrant Shares, required within 180 days of May 28, 2026.
- Assess the definition and potential impact of a "Subnet Disruption Event" on revenue recognition.
- Confirm the current trading volume of TWAV to evaluate the impact of the 10% daily volume cap on future warrant exercises.